1.         Scope

The following general terms and conditions apply to all legal transactions between the service company SMYLO B.V. - hereinafter referred to as the service provider - and its contractual partner - hereinafter referred to as the client.

Insofar as individual contractual provisions exist which deviate from or contradict the provisions of these General Terms and Conditions, the individual contractual provisions shall take precedence.

2.         Subject of the contract

2.1       The contracting parties agree on the cooperation in accordance with the specific, individual contractual agreement. An employment contract is not intended by the parties and is not established.

2.2       The service provider shall be responsible for social security contributions or tax matters and shall indemnify the client against any obligations.

2.3       The service provider is free to work for other clients as well.

3.         Formation of the contract

3.1      The contractual relationship for the services is established by the client placing a customer order (offer) and its acceptance by the service provider.

3.2      The subject of the contract or the exact task description is described in the written order.

4.         Duration and termination of the contract

4.1       The contract begins and ends on the individually agreed date.

4.2       The contract can be terminated with notice. In this regard, a notice period of 4 weeks to the end of the month is agreed.

4.3       Termination without notice for good cause is possible. An important reason exists, for example, if

            the client is in arrears with two successive payments due and fails to make payment after expiry of a reasonable period of grace

the client suffers a financial collapse after conclusion of the contract (insolvency, insolvency), unless an application for the opening of insolvency proceedings has already been filed.

5.         Scope of services, obligations of the contractual partners

5.1       The services to be provided by the service provider usually comprise the tasks listed in detail, in accordance with the order placed by the client.

5.2       The service provider shall periodically inform the client about the result of its activities. The contracting parties may agree in the contract on a schedule for the provision of services and a planned end date for the termination of services.

5.3      If the service provider is actually unable to perform the contractually owed order, he must inform the client immediately.

5.4      The service provider shall provide the equipment and personnel required for the performance of the service, unless the client has the appropriate equipment or premises, unless otherwise agreed in the individual contract.

The Parties shall endeavour to support the other Party in the performance of the respective obligation to the best of their knowledge and belief by providing information, advice or experience in order to ensure a smooth and efficient workflow for both Parties.

5.5       Each of the contracting parties may request changes to the agreed scope of services from the other contracting party in writing. Upon receipt of a change request, the Recipient shall review whether and under what conditions the change is feasible and shall notify the Applicant of its approval or rejection in text form without delay and, if necessary, provide reasons. If a change request from the Client requires an extensive review, the review effort for this can be charged by the Service Provider with prior notice if the Client nevertheless insists on the review of the change request. If necessary, the contractual adjustments to the agreed conditions and services required for a review and/or an amendment shall be set out in writing in an amendment agreement and shall come into effect in accordance with these General Terms and Conditions.

6.         Prices and terms of payment

6.1       Services shall be due and invoiced at the fixed price specified in the individual contract on completion or, if remuneration is agreed on a time and materials basis, on a monthly basis, unless a different invoicing method is agreed in the contract.

6.2       Quoted estimated prices for services on a time and material basis, in particular in cost estimates, are non-binding. The quantity estimates on which an estimate is based are based on an evaluation of the scope of services carried out to the best of our knowledge.

6.3       Value added tax shall be invoiced at the rate applicable at the time of performance.

6.4       Invoices are payable on receipt without deduction. If the invoice amount is not received within 30 days of the invoice date, the Service Provider is entitled to claim default interest. The default interest amounts to 2 % p.a. above the base rate applicable at the time of calculation.

7.         Liability

7.1       The service provider is liable in cases of intent or gross negligence in accordance with the statutory provisions. The liability for guarantees is independent of fault. For slight negligence, the Service Provider shall be liable exclusively in accordance with the provisions of the Product Liability Act, for injury to life, limb or health or for breach of material contractual obligations. The claim for damages for the slightly negligent breach of essential contractual obligations is, however, limited to the contract-typical, foreseeable damage, unless there is liability for injury to life, limb or health. The service provider shall be liable to the same extent for the fault of vicarious agents and representatives.

7.2        The provision of the preceding paragraph (7.1) extends to damages in addition to performance, damages in lieu of performance and claims for compensation due to futile expenses, irrespective of the legal grounds, including liability due to defects, delay or impossibility.

8.         Place of jurisdiction

If the customer does not have a general place of jurisdiction in Germany or in another EU member state, the exclusive place of jurisdiction for all disputes arising from this contract shall be our place of business.

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